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Exhibit 3.3

              CERTIFICATE OF DESIGNATIONS OF THE PREFERRED STOCK
                                    OF
                           GATEFIELD CORPORATION
                              TO BE DESIGNATED
                    SERIES B CONVERTIBLE PREFERRED STOCK

     GateField Corporation, a Delaware corporation (the "Corporation"), 
pursuant to authority conferred on the Board of Directors of the Corporation 
by the Certificate of Incorporation and in accordance with the provisions of 
Section 151 of the General Corporation Law of the State of Delaware, 
certifies that the Board of Directors of the Corporation, at a meeting duly 
called and held, at which a quorum was present and acting throughout, duly 
adopted the following resolution:

     RESOLVED: That, pursuant to the authority expressly granted to and 
vested in the Board of Directors of the Corporation in accordance with the 
provisions of its Certificate of Incorporation, a series of Preferred Stock 
of the Corporation be and hereby is established, consisting of 1,000,000 
shares, to be designated "Series B Convertible Preferred Stock" (hereinafter 
"Series B Preferred Stock"); that the Board of Directors be and hereby is 
authorized to issue such shares of Series B Preferred Stock from time to time 
and for such consideration and on such terms as the Board of Directors shall 
determine; and that, subject to the limitations provided by law and by the 
Certificate of Incorporation, the powers, designations, preferences and 
relative, participating, optional or other special rights of, and the 
qualifications, limitations or restrictions upon, the Series B Preferred 
Stock shall be as follows:

     1.   DIVIDENDS.

          (a)  The holders of shares of Series B Preferred Stock shall be 
entitled to receive dividends of $0.137475 per share per annum (subject to 
appropriate adjustment in the event of any stock dividend, stock split, 
combination or other similar recapitalization affecting such shares), payable 
when and as declared by the Board of Directors of the Corporation. The right 
to receive dividends on Series B Preferred Stock shall accrue and shall be 
cumulative from the date of issuance of each share of Series B Preferred 
Stock, whether or not declared.

          (b)  The Corporation shall not declare or pay any distributions (as 
defined below) on shares of Common Stock until the holders of the Series B 
Preferred Stock then outstanding shall have first received a distribution at 
the rate specified in paragraph (a) of this Section 1.

          (c)  For purposes of this Section 1, unless the context requires 
otherwise, 

<PAGE>

"distribution" shall mean the transfer of cash or property without 
consideration, whether by way of dividend or otherwise, payable other than in 
Common Stock or other securities of the Corporation, or the purchase or 
redemption of shares of the Corporation (other than repurchases of Common 
Stock held by employees or directors of, or consultants to, the Corporation 
upon termination of their employment or services pursuant to agreements 
providing for such repurchase at a price equal to the original issue price of 
such shares and other than redemptions in liquidation or dissolution of the 
Corporation) for cash or property, including any such transfer, purchase or 
redemption by a subsidiary of this Corporation.

     2.   LIQUIDATION, DISSOLUTION OR WINDING UP; CERTAIN MERGERS,
          CONSOLIDATIONS AND ASSET SALES.

          (a)  In the event of any voluntary or involuntary liquidation, 
dissolution or winding up of the Corporation, including any insolvency or 
bankruptcy proceeding affecting the Company which is not dismissed within 
sixty (60) days of the filing thereof, the holders of shares of Series B 
Preferred Stock then outstanding shall be entitled to be paid out of the 
assets of the Corporation available for distribution to its stockholders, 
before any payment shall be made to the holders of Common Stock or any other 
class or series of stock ranking on liquidation junior to the Series B 
Preferred Stock (such Common Stock and other stock being collectively 
referred to as "Junior Stock") by reason of their ownership thereof, an 
amount equal to the greater of (i) $9.165 per share (subject to appropriate 
adjustment in the event of any stock dividend, stock split, combination or 
other similar recapitalization affecting such shares), plus any accrued and 
unpaid dividends, whether declared or not, or (ii) such amount per share as 
would have been payable had each such share been converted into Common Stock 
pursuant to Section 4 immediately prior to such liquidation, dissolution or 
winding up. If upon any such liquidation, dissolution or winding up of the 
Corporation the remaining assets of the Corporation available for 
distribution to its stockholders shall be insufficient to pay the holders of 
shares of Series B Preferred Stock the full amount to which they shall be 
entitled, the holders of shares of Series B Preferred Stock and any class or 
series of stock ranking on liquidation on a parity with the Series B 
Preferred Stock shall share ratably in any distribution of the remaining 
assets and funds of the Corporation in proportion to the respective amounts 
which would otherwise be payable in respect of the shares held by them upon 
such distribution if all amounts payable on or with respect to such shares 
were paid in full.

          (b)  After the payment of all preferential amounts required to be 
paid to the holders of Series B Preferred Stock and any other class or series 
of stock of the Corporation ranking on liquidation on a parity with the 
Series B Preferred Stock, upon the dissolution, liquidation or winding up of 
the Corporation, the holders of shares of Junior Stock then outstanding shall 
be entitled to receive the remaining assets and funds of the Corporation 
available for distribution to its stockholders.

          (c)  In the event of any merger or consolidation of the Corporation 
into or with another corporation (except one in which the holders of capital 
stock of the Corporation 

                                     -2-

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immediately prior to such merger or consolidation continue to hold at least 
80% by voting power of the capital stock of the surviving corporation), or 
the sale of all or substantially all the assets of the Corporation, if the 
holders of at least 51% of the then outstanding shares of Series B Preferred 
Stock so elect by giving written notice thereof to the Corporation at least 
three days before the effective date of such event, then such merger, 
consolidation or asset sale shall be deemed to be a liquidation of the 
Corporation, and all consideration payable to the stockholders of the 
Corporation (in the case of a merger or consolidation), or all consideration 
payable to the Corporation, together with all other available assets of the 
Corporation (in the case of an asset sale), shall be distributed to the 
holders of capital stock of the Corporation in accordance with Subsections 
2(a) and 2(b) above. The Corporation shall promptly provide to the holders of 
shares of Series B Preferred Stock such information concerning the terms of 
such merger, consolidation or asset sale and the value of the assets of the 
Corporation as may reasonably be requested by the holders of Series B 
Preferred Stock in order to assist them in determining whether to make such 
an election. If the holders of the Series B Preferred Stock make such an 
election, the Corporation shall use its best efforts to amend the agreement 
or plan of merger or consolidation to adjust the rate at which the shares of 
capital stock of the Corporation are converted into or exchanged for cash, 
new securities or other property to give effect to such election. The amount 
deemed distributed to the holders of Series B Preferred Stock upon any such 
merger or consolidation shall be the cash or the value of the property, 
rights or securities distributed to such holders by the acquiring person, 
firm or other entity. The value of such property, rights or other securities 
shall be determined in good faith by the Board of Directors of the 
Corporation. If no notice of the election permitted by this Subsection (c) is 
given, the provisions of Subsection 4(h) shall apply. 

     3.   VOTING.

          (a)  Each holder of outstanding shares of Series B Preferred Stock 
shall be entitled to the number of votes equal to the number of whole shares 
of Common Stock into which the shares of Series B Preferred Stock held by 
such holder are then convertible (as adjusted from time to time pursuant to 
Section 4 hereof), at each meeting of stockholders of the Corporation (and 
written actions of stockholders in lieu of meetings) with respect to any and 
all matters presented to the stockholders of the Corporation for their action 
or consideration. Except as provided by law, by the provisions of Subsection 
3(b) or Subsection 3(c) below or by the provisions establishing any other 
series of Preferred Stock, holders of Series B Preferred Stock and of any 
other outstanding series of Preferred Stock shall vote together with the 
holders of Common Stock as a single class.

          (b)  The Corporation shall not amend, alter or repeal the 
preferences, special rights or other powers of the Series B Preferred Stock 
so as to affect adversely the Series B Preferred Stock, without the written 
consent or affirmative vote of the holders of a majority of the then 
outstanding shares of Series B Preferred Stock, given in writing or by vote 
at a meeting, consenting or voting (as the case may be) separately as a 
class. For this purpose, without limiting the generality of the foregoing, 
the authorization of any shares of capital stock on a 

                                     -3-

<PAGE>

parity with, or with priority or preference over, the Series B Preferred 
Stock as to the right to receive either dividends or amounts distributable 
upon liquidation, dissolution or winding up of the Corporation shall be 
deemed to affect adversely the Series B Preferred Stock.

          (c)  In addition to any other rights provided by law, so long as at 
least 500,000 shares of Series B Preferred Stock shall be outstanding 
(subject to appropriate adjustment in the event of any stock dividend, stock 
split, combination or other similar recapitalization affecting such shares), 
the Corporation shall not, without first obtaining the affirmative vote or 
written consent of the holders of not less than 50% of the then outstanding 
shares of Series B Preferred Stock:
          
               (i)   Amend or repeal any provision of, or add any provision 
to, the Corporation's Certificate of Incorporation or By-laws, if such action 
would adversely affect the preferences, rights, privileges or powers of, or 
the restrictions provided for the benefit of, Series B Preferred Stock;
               
               (ii)  Authorize or issue any new or existing class or classes 
or series of capital stock, EXCLUDING, HOWEVER, shares of Common Stock issued 
(A) for a per share consideration greater than the Conversion Price (as 
defined in Section 4(a)), or (B) upon the exercise of options and warrants to 
acquire Common Stock which were outstanding prior to the Original Issue Date 
(as defined in Section 4(d)), other than the stock warrant to acquire Common 
Stock granted to Siemens Aktiengesellschaft ("Siemens") pursuant to Section 
5.2 of that certain License Agreement, dated as of October 22, 1997, between 
the Company and Siemens;

               (iii) Authorize or issue shares of stock of any class or any 
bonds, debentures, notes or other obligations convertible into or 
exchangeable for, or having rights to purchase, any shares of stock of the 
Corporation;

               (iv)  Reclassify any Common Stock or any new or existing class 
or classes or series of capital stock;

               (v)   Pay or declare any dividend or distribution on any 
shares of its capital stock (except dividends payable solely in shares of 
Common Stock), or apply any of its assets to the redemption, retirement, 
purchase or acquisition, directly or indirectly, through subsidiaries or 
otherwise, of any shares or its capital stock; or
               
               (vi)  Issue any options, warrants or other securities 
exercisable or exchangeable for or convertible into shares of stock of the 
Corporation, EXCLUDING, HOWEVER, options and warrants to purchase Common 
Stock for a per share consideration (including for this purpose the 
consideration paid for any such warrants plus the consideration, if any, paid 
upon the acquisition of such shares of Common Stock) of greater than the 
Conversion Price (as defined in Section 4(a)).

                                     -4-

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     4.   OPTIONAL CONVERSION. The holders of the Series B Preferred Stock 
shall have conversion rights as follows (the "Conversion Rights"):

          (a)  RIGHT TO CONVERT. Each share of Series B Preferred Stock shall 
be convertible, at the option of the holder thereof, at any time and from 
time to time, and without the payment of additional consideration by the 
holder thereof, into such number of fully paid and nonassessable shares of 
Common Stock as is determined by dividing $4.5825 by the Conversion Price (as 
defined below) in effect at the time of conversion. The "Conversion Price" 
shall initially be $1.00 per share or if the election is made to reduce the 
Conversion Price pursuant to the provisions of Section 5(a) hereof, $.75 per 
share. Such initial Conversion Price, and the rate at which shares of Series 
B Preferred Stock may be converted into shares of Common Stock, shall be 
subject to adjustment as provided below. In addition, any accrued and unpaid 
dividends in respect of shares of Series B Preferred Stock surrendered for 
conversion shall be convertible into such number of fully paid and 
nonassessable shares of Common Stock as is determined by dividing the 
aggregate dollar amount of such accrued and unpaid dividends by the 
Conversion Price.

     In the event of a notice of redemption of any shares of Series B 
Preferred Stock pursuant to Section 5 hereof, the Conversion Rights of the 
shares designated for redemption shall terminate at the close of business on 
the fifth business day preceding the date fixed for redemption, unless the 
redemption price is not paid when due, in which case the Conversion Rights 
for such shares shall continue until such price is paid in full. In the event 
of a liquidation of the Corporation, the Conversion Rights shall terminate at 
the close of business on the first full day preceding the date fixed for the 
payment of any amounts distributable on liquidation to the holders of Series 
B Preferred Stock.

          (b)  FRACTIONAL SHARES. No fractional shares of Common Stock shall 
be issued upon conversion of the Series B Preferred Stock. In lieu of any 
fractional shares to which the holder would otherwise be entitled, the 
Corporation shall pay cash equal to such fraction multiplied by the then 
effective Conversion Price.

          (c)  MECHANICS OF CONVERSION.

               (i)   In order for a holder of Series B Preferred Stock to 
convert shares of Series B Preferred Stock into shares of Common Stock, such 
holder shall surrender the certificate or certificates for such shares of 
Series B Preferred Stock, at the office of the transfer agent for the Series 
B Preferred Stock (or at the principal office of the Corporation if the 
Corporation serves as its own transfer agent), together with written notice 
that such holder elects to convert all or any number of the shares of the 
Series B Preferred Stock represented by such certificate or certificates. 
Such notice shall state such holder's name or the names of the nominees in 
which such holder wishes the certificate or certificates for shares of Common 
Stock to be issued. If required by the Corporation, certificates surrendered 
for conversion shall be endorsed or accompanied by a written instrument or 
instruments of transfer, in form satisfactory 

                                     -5-

<PAGE>

to the Corporation, duly executed by the registered holder or his or its 
attorney duly authorized in writing. The date of receipt of such certificates 
and notice by the transfer agent (or by the Corporation if the Corporation 
serves as its own transfer agent) shall be the conversion date ("Conversion 
Date"). The Corporation shall, as soon as practicable after the Conversion 
Date, issue and deliver at such office to such holder of Series B Preferred 
Stock, or to his or its nominees, a certificate or certificates for the 
number of shares of Common Stock to which such holder shall be entitled, 
together with cash in lieu of any fraction of a share.

               (ii)  The Corporation shall at all times when the Series B 
Preferred Stock shall be outstanding, reserve and keep available out of its 
authorized but unissued stock, for the purpose of effecting the conversion of 
the Series B Preferred Stock, such number of its duly authorized shares of 
Common Stock as shall from time to time be sufficient to effect the 
conversion of all outstanding Series B Preferred Stock. Before taking any 
action which would cause an adjustment reducing the Conversion Price below 
the then par value of the shares of Common Stock issuable upon conversion of 
the Series B Preferred Stock, the Corporation will take any corporate action 
which may, in the opinion of its counsel, be necessary in order that the 
Corporation may validly and legally issue fully paid and nonassessable shares 
of Common Stock at such adjusted Conversion Price. 

               (iii) Upon any such conversion, all accrued and unpaid 
dividends on the shares of Series B Preferred Stock surrendered for 
conversion shall be paid to the holders thereof.

               (iv)  All shares of Series B Preferred Stock which shall have 
been surrendered for conversion as herein provided shall no longer be deemed 
to be outstanding and all rights with respect to such shares, including the 
rights, if any, to receive notices and to vote, shall immediately cease and 
terminate on the Conversion Date, except only the right of the holders 
thereof to receive shares of Common Stock in exchange therefor and payment of 
any dividends declared but unpaid thereon. Any shares of Series B Preferred 
Stock so converted shall be retired and cancelled and shall not be reissued, 
and the Corporation (without the need for stockholder action) may from time 
to time take such appropriate action as may be necessary to reduce the 
authorized Series B Preferred Stock accordingly.

               (v)   The Corporation shall pay any and all issue and other
taxes that may be payable in respect of any issuance or delivery of shares of
Common Stock upon conversion of shares of Series B Preferred Stock pursuant to
this Section 4. The Corporation shall not, however, be required to pay any tax
which may be payable in respect of any transfer involved in the issuance and
delivery of shares of Common Stock in a name other than that in which the shares
of Series B Preferred Stock so converted were registered, and no such issuance
or delivery shall be made unless and until the person or entity requesting such
issuance has paid to the Corporation the amount of any such tax or has
established, to the satisfaction of the Corporation, that such tax has been
paid.

                                     -6-

<PAGE>

          (d)  ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS. If the 
Corporation shall at any time or from time to time after the date on which a 
share of Series B Preferred Stock was first issued ("Original Issue Date") 
effect a subdivision of the outstanding Common Stock, the Conversion Price 
then in effect immediately before that subdivision shall be proportionately 
decreased. If the Corporation shall at any time or from time to time after 
the Original Issue Date combine the outstanding shares of Common Stock, the 
Conversion Price then in effect immediately before the combination shall be 
proportionately increased. Any adjustment under this paragraph shall become 
effective at the close of business on the date the subdivision or combination 
becomes effective. 

          (e)  ADJUSTMENT FOR CERTAIN DIVIDENDS AND DISTRIBUTIONS. In the 
event the Corporation at any time, or from time to time after the Original 
Issue Date shall make or issue, or fix a record date for the determination of 
holders of Common Stock entitled to receive, a dividend or other distribution 
payable in additional shares of Common Stock, then and in each such event the 
Conversion Price for the Series B Preferred Stock then in effect shall be 
decreased as of the time of such issuance or, in the event such a record date 
shall have been fixed, as of the close of business on such record date, by 
multiplying the Conversion Price for the Series B Preferred Stock then in 
effect by a fraction:

               (1)  the numerator of which shall be the total number of shares
          of Common Stock issued and outstanding immediately prior to the time
          of such issuance or the close of business on such record date, and

               (2)  the denominator of which shall be the total number of 
          shares of Common Stock issued and outstanding immediately prior to 
          the time of such issuance or the close of business on such record 
          date plus the number of shares of Common Stock issuable in payment 
          of such dividend or distribution;

provided, however, if such record date shall have been fixed and such 
dividend is not fully paid or if such distribution is not fully made on the 
date fixed therefor, the Conversion Price for the Series B Preferred Stock 
shall be recomputed accordingly as of the close of business on such record 
date and thereafter the Conversion Price for the Series B Preferred Stock 
shall be adjusted pursuant to this paragraph as of the time of actual payment 
of such dividends or distributions; and provided further, however, that no 
such adjustment shall be made if the holders of Series B Preferred Stock 
simultaneously receive a dividend or other distribution of shares of Common 
Stock in a number equal to the number of shares of Common Stock as they would 
have received if all outstanding shares of Series B Preferred Stock had been 
converted into Common Stock on the date of such event. 

          (f)  ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS. In the 
event the Corporation at any time or from time to time after the Original 
Issue Date for the Series B Preferred Stock shall make or issue, or fix a 
record date for the determination of holders of Common Stock entitled to 
receive, a dividend or other distribution payable in securities of the 

                                     -7-

<PAGE>

Corporation other than shares of Common Stock, then and in each such event 
provision shall be made so that the holders of the Series B Preferred Stock 
shall receive upon conversion thereof in addition to the number of shares of 
Common Stock receivable thereupon, the amount of securities of the 
Corporation that they would have received had the Series B Preferred Stock 
been converted into Common Stock on the date of such event and had they 
thereafter, during the period from the date of such event to and including 
the conversion date, retained such securities receivable by them as aforesaid 
during such period, giving application to all adjustments called for during 
such period under this paragraph with respect to the rights of the holders of 
the Series B Preferred Stock; and provided further, however, that no such 
adjustment shall be made if the holders of Series B Preferred Stock 
simultaneously receive a dividend or other distribution of such securities in 
an amount equal to the amount of such securities as they would have received 
if all outstanding shares of Series B Preferred Stock had been converted into 
Common Stock on the date of such event. 

          (g)  ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE, OR SUBSTITUTION. If 
the Common Stock issuable upon the conversion of the Series B Preferred Stock 
shall be changed into the same or a different number of shares of any class 
or classes of stock, whether by capital reorganization, reclassification, or 
otherwise (other than a subdivision or combination of shares or stock 
dividend provided for above, or a reorganization, merger, consolidation, or 
sale of assets provided for below), then and in each such event the holder of 
each such share of Series B Preferred Stock shall have the right thereafter 
to convert such share into the kind and amount of shares of stock and other 
securities and property receivable upon such reorganization, 
reclassification, or other change, by holders of the number of shares of 
Common Stock into which such shares of Series B Preferred Stock might have 
been converted immediately prior to such reorganization, reclassification, or 
change, all subject to further adjustment as provided herein.

          (h)  ADJUSTMENT FOR MERGER OR REORGANIZATION, ETC. In case of any 
consolidation or merger of the Corporation with or into another corporation 
or the sale of all or substantially all of the assets of the Corporation to 
another corporation (other than a consolidation, merger or sale which is 
covered by Subsection 2(c)), each share of Series B Preferred Stock shall 
thereafter be convertible (or shall be converted into a security which shall 
be convertible) into the kind and amount of shares of stock or other 
securities or property to which a holder of the number of shares of Common 
Stock of the Corporation deliverable upon conversion of such Series B 
Preferred Stock would have been entitled upon such consolidation, merger or 
sale; and, in such case, appropriate adjustment (as determined in good faith 
by the Board of Directors) shall be made in the application of the provisions 
in this Section 4 set forth with respect to the rights and interest 
thereafter of the holders of the Series B Preferred Stock, to the end that 
the provisions set forth in this Section 4 (including provisions with respect 
to changes in and other adjustments of the Conversion Price) shall thereafter 
be applicable, as nearly as reasonably may be, in relation to any shares of 
stock or other property thereafter deliverable upon the conversion of the 
Series B Preferred Stock.

                                     -8-

<PAGE>

          (i)  NO IMPAIRMENT. The Corporation will not, by amendment of its 
Certificate of Incorporation or through any reorganization, transfer of 
assets, consolidation, merger, dissolution, issue or sale of securities or 
any other voluntary action, avoid or seek to avoid the observance or 
performance of any of the terms to be observed or performed hereunder by the 
Corporation, but will at all times in good faith assist in the carrying out 
of all the provisions of this Section 4 and in the taking of all such action 
as may be necessary or appropriate in order to protect the Conversion Rights 
of the holders of the Series B Preferred Stock against impairment.

          (j)  CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of each 
adjustment or readjustment of the Conversion Price pursuant to this Section 
4, the Corporation at its expense shall promptly compute such adjustment or 
readjustment in accordance with the terms hereof and furnish to each holder 
of Series B Preferred Stock a certificate setting forth such adjustment or 
readjustment and showing in detail the facts upon which such adjustment or 
readjustment is based. The Corporation shall, upon the written request at any 
time of any holder of Series B Preferred Stock, furnish or cause to be 
furnished to such holder a similar certificate setting forth (i) such 
adjustments and readjustments, (ii) the Conversion Price then in effect, and 
(iii) the number of shares of Common Stock and the amount, if any, of other 
property which then would be received upon the conversion of Series B 
Preferred Stock.

          (k)  NOTICE OF RECORD DATE. In the event:

               (i)   that the Corporation declares a dividend (or any other
                     distribution) on its Common Stock payable in Common
                     Stock or other securities of the Corporation;

               (ii)  that the Corporation subdivides or combines its
                     outstanding shares of Common Stock;

               (iii) of any reclassification of the Common Stock of the
                     Corporation (other than a subdivision or combination of
                     its outstanding shares of Common Stock or a stock
                     dividend or stock distribution thereon), or of any
                     consolidation or merger of the Corporation into or with
                     another corporation, or of the sale of all or
                     substantially all of the assets of the Corporation; or

               (iv)  of the involuntary or voluntary dissolution, liquidation
                     or winding up of the Corporation;

then the Corporation shall cause to be filed at its principal office or at 
the office of the transfer agent of the Series B Preferred Stock, and shall 
cause to be mailed to the holders of the Series B Preferred Stock at their 
last addresses as shown on the records of the Corporation or such transfer 
agent, at least ten days prior to the date specified in (A) below or twenty 
days before the date specified in (B) below, a notice stating

                                     -9-

<PAGE>

          (A)  the record date of such dividend, distribution, subdivision or
               combination, or, if a record is not to be taken, the date as of
               which the holders of Common Stock of record to be entitled to
               such dividend, distribution, subdivision or combination are to
               be determined, or

          (B)  the date on which such reclassification, consolidation, merger,
               sale, dissolution, liquidation or winding up is expected to
               become effective, and the date as of which it is expected that
               holders of Common Stock of record shall be entitled to exchange
               their shares of Common Stock for securities or other property
               deliverable upon such reclassification, consolidation, merger,
               sale, dissolution or winding up.

     5.   REDEMPTION FOR FAILURE TO OBTAIN STOCKHOLDER APPROVAL AND EVENT OF
     NONCOMPLIANCE.

          (a)  In the event that:
               
               (i)   the Corporation's stockholders do not, prior to December
                     19, 1997, approve (x) an amendment to the Corporation's
                     Certificate of Incorporation providing for the
                     classification of the Board of Directors of the
                     Corporation into three classes, with members of each
                     class serving staggered three-year terms, and the
                     election of one Director designated by the holders of
                     Series B Preferred Stock as a Class II Director with an
                     initial term of two years and one Director designated by
                     the holders of Series B Preferred Stock as a Class III
                     Director with an initial term of three years, (y) an
                     amendment to the Company's Certificate of Incorporation
                     providing for the increase in the number of shares of
                     authorized Common Stock from 40,000,000 to 65,000,000
                     and (z) the sale to Idanta Partners Ltd., the Dunn
                     Family Trust and the Perscilla Faily Trust of shares of
                     Common Stock which, together with the shares of Series B
                     Preferred Stock owned by such entities, represent more
                     than twenty percent (20%) of the Company's outstanding
                     Common Stock (on an as-converted basis), or
               
               (ii)  an Event of Noncompliance (as defined below) occurs,

the holders of at least 51% of the then outstanding shares of Series B 
Preferred Stock may elect to either (A) cause the Company to redeem the 
shares of Series B Preferred Stock, in whole or in part, at a redemption 
price equal to $4.5825 per share plus accrued and unpaid dividends thereon 
(subject to adjustment for stock splits, stock dividends, combinations or 
similar recapitalizations affecting such shares) in cash for each share of 
Series B Preferred Stock then redeemed (the "Redemption Price") or (B) reduce 
the Conversion Price as to all shares of Series B Preferred 

                                     -10-

<PAGE>

Stock from $1.00 to $.75 per share. If the election is made to reduce the 
Conversion Price, it shall be evidenced by a written notice delivered to the 
Company by such holders and such reduction shall automatically be effective 
on the date of delivery of such notice to the Company.

          (b)  At least fifteen (15) days prior to the date fixed by holders 
electing to redeem their shares of Series B Preferred Stock ("Redeeming 
Holders"), for any redemption of Series B Preferred Stock (hereinafter the 
"Redemption Date"), the Redeeming Holders shall send the Corporation written 
notice that notifies the Corporation of their election to redeem such shares, 
specifying the Redemption Date and the number of shares to be redeemed and 
calling upon the Corporation to pay the Redemption Price (such notice 
hereinafter referred to as the "Redemption Notice"). On or prior to the 
Redemption Date, each Redeeming Holder shall surrender his or its certificate 
or certificates representing such shares to the Corporation, and thereupon 
the Redemption Price of such shares shall be payable to the order of the 
person whose name appears on such certificate or certificates as the owner 
thereof and each surrendered certificate shall be cancelled. In the event 
less than all the shares represented by any such certificate are redeemed, a 
new certificate shall be issued representing the unredeemed shares. From and 
after the Redemption Date, unless there shall have been a default in payment 
of the Redemption Price, all rights of the holders of the Series B Preferred 
Stock designated for redemption in the Redemption Notice as holders of Series 
B Preferred Stock of the Corporation (except the right to receive the 
Redemption Price without interest upon surrender of their certificate or 
certificates) shall cease with respect to such shares, and such shares shall 
not thereafter be transferred on the books of the Corporation or be deemed to 
be outstanding for any purpose whatsoever.

          (c)  "Event of Noncompliance", as used herein, means any of the
following:
          
               (i)    Any of the representations or warranties made by the 
Corporation in the Stock Purchase Agreement between the Corporation and the 
purchaser of the Series B Preferred Stock dated November 10, 1997 ("Stock 
Purchase Agreement"), or in any certificate or financial or other written 
statements of the Corporation furnished by or on behalf of the Corporation in 
connection with the execution and delivery of the Stock Purchase Agreement 
and the closings of the purchase of the securities contemplated thereby shall 
be false or (when taken together with other information furnished by or on 
behalf of the Corporation, including reports and/or filings made with the 
Securities and Exchange Commission) misleading in any material respect at the 
time made; or
               
               (ii)   The Corporation shall fail to perform or observe any 
covenant or agreement in the Stock Purchase Agreement, or any other covenant, 
term, provision, condition, agreement or obligations of the Corporation under 
the terms hereof and such failure shall continue uncured for a period of ten 
(10) business days after notice from any holder of Series B Preferred Stock 
of such failure; or

                                     -11-

<PAGE>

               (iii)  The Corporation shall (i) become insolvent; (ii) admit 
in writing its inability to pay its debts generally as they mature; (iii) 
make a general assignment for the benefit of creditors or commence 
proceedings for its dissolution; or (iv) apply for or consent to the 
appointment of a trustee, liquidator or receiver for it or for a substantial 
part of its property or business; or
               
               (iv)   A trustee, liquidator or receiver shall be appointed for 
the Corporation or for a substantial part of its property or business without 
its consent and shall not be discharged within sixty (60) days after such 
appointment; or
               
               (v)    Any governmental agency or any court of competent 
jurisdiction at the instance of any governmental agency shall assume custody 
or control of the whole or any substantial portion of the properties or 
assets of the Corporation and shall not be dismissed within sixty (60) days 
thereafter; or
               
               (vi)   Any money judgment, writ or warrant of attachment, or 
similar process in excess of Five Hundred Thousand Dollars ($500,000) in the 
aggregate shall be entered or filed against the Corporation or any of its 
properties or other assets and shall remain unpaid, unvacated, unbonded and 
unstayed for a period of forty-five (45) days or in any event later than ten 
(10) days prior to the date of any proposed sale thereunder; or
               
               (vii)  Bankruptcy, reorganization, insolvency or liquidation 
proceedings or other proceedings, or relief under any bankruptcy law or any 
law for the relief of debt shall be instituted by or against the Corporation 
and, if instituted against the Corporation, shall not be dismissed within 
sixty (60) days after such institution or the Corporation shall by any action 
or answer approve of, consent to, or acquiesce in any such proceedings or 
admit to any material allegations of, or default in answering a petition 
filed in, any such proceeding; or
               
               (viii) If prior to full conversion or redemption of the Series 
B Preferred Stock, trading in the shares of the Common Stock on the Nasdaq 
National Market shall be suspended for a period of five (5) consecutive 
trading days, other than as a result of the suspension of trading in 
securities in general, or if such shares are delisted and not relisted on the 
Nasdaq National Market within thirty (30) days thereafter; or
               
               (ix)   If the Corporation has not, if requested by the holders 
of Series B Preferred Stock to do so, in accordance with the Registration 
Rights Agreement between the Corporation and the holders of the Series B 
Preferred Stock, caused a registration statement relating to the resale of 
the Common Stock issuable upon conversion of the Series B Preferred Stock to 
be filed with the Securities and Exchange Commission and used its best 
efforts after such filing to cause said registration statement to be declared 
effective, as promptly as possible and in no event later than 60 days after 
request by such holders, by the Securities and Exchange Commission.

                                     -12-

<PAGE>

     6.   REDEMPTION FOR FAILURE TO RESERVE SUFFICIENT SHARES OF COMMON STOCK.

          (a)  In the event that at any time after October 31, 1999 all 
outstanding shares of Series B Preferred Stock cannot be fully converted into 
Common Stock at any time because the Corporation has failed to reserve or 
otherwise provide a sufficient number of shares of Common Stock to effect 
such conversion, the holders of at least 51% of the then outstanding shares 
of Series B Preferred Stock may elect to cause the Company to redeem the 
shares of Series B Preferred Stock, in whole or in part, at a redemption 
price per share (the "Section 6 Redemption Price") equal to the greater of 
(i) the Redemption Price and (ii) the result obtained by multiplying the Fair 
Market Value per share of Common Stock (as defined below) by the number of 
shares of Common Stock into which each share of Series B Preferred may then 
be converted.

          (b)  The "Fair Market Value per share of Common Stock" shall be 
deemed to be the last reported sale price per share of Common Stock on a 
national securities exchange, the Nasdaq National Market, or another 
nationally recognized exchange or trading system on the date immediately 
preceding the date of delivery of the Section 6 Redemption Notice; or, if no 
such price is reported on such date, such price on the next preceding trading 
day on which such price is reported.

          (c)  Holders electing to redeem their shares of Series B Preferred 
Stock pursuant to this Section 6 (the "Section 6 Redeeming Holders"), shall 
send the Corporation written notice that notifies the Corporation of their 
election to redeem such shares in accordance with this Section 6, specifying 
the date (not less than ten days after the date of delivery of such notice) 
fixed by the Section 6 Redeeming Holders for the redemption of Series B 
Preferred Stock (hereinafter the "Section 6 Redemption Date"), and the number 
of shares to be redeemed and calling upon the Corporation to pay the Section 
6 Redemption Price (such notice hereinafter referred to as the "Section 6 
Redemption Notice").

          (d)  On or prior to the Section 6 Redemption Date, each Section 6 
Redeeming Holder shall surrender his or its certificate or certificates 
representing such shares to the Corporation, and thereupon the Section 6 
Redemption Price of such shares shall be payable to the order of the person 
whose name appears on such certificate or certificates as the owner thereof 
and each surrendered certificate shall be cancelled. In the event less than 
all the shares represented by any such certificate are redeemed, a new 
certificate shall be issued representing the unredeemed shares. From and 
after the Section 6 Redemption Date, unless there shall have been a default 
in payment of the Section 6 Redemption Price, all rights of the holders of 
the Series B Preferred Stock designated for redemption in the Section 6 
Redemption Notice as holders of Series B Preferred Stock of the Corporation 
(except the right to receive the Section 6 Redemption Price without interest 
upon surrender of their certificate or certificates) shall cease with respect 
to such shares, and such shares shall not thereafter be transferred on the 
books of the Corporation or be deemed to be outstanding for any purpose 
whatsoever.

                                     -13-

<PAGE>

     GateField Corporation has caused this Certificate of Designations to be 
signed by Douglas E. Klint, its authorized officer, this 10th day of 
November, 1997.

                              By: /s/ Douglas E. Klint                 
                                  --------------------------------
                                  Douglas E. Klint
                                  Vice President, Secretary and
                                  General Counsel

                                     -14-